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Can a Director appoint a Proxy to attend & vote at Board Meeting

A shareholder of a company has the right to appoint a proxy, who on behalf of the shareholder can attend the meeting of the shareholders/members of the company.

Can a Director appoint a Proxy to attend a board meeting?

Well, the answer is NO.

A director can not appoint a proxy, who on behalf of the director can attend the meeting of the board of directors (board meeting).

The Companies Act, 2013 does not contain any provisions on the appointment of a proxy by a director to attend a board meeting neither the Table A in Schedule I has any such provisions.

In the absence of any such provisions, the articles of association of a company can not contain any provisions for appointment of proxy by a director to attend a board meeting.

As a director can not appoint a proxy to attend a board meeting, the question of voting through a proxy does not arise at all.

Can a Director appoint a Power of Attorney to attend the board meeting?

The answer would be NO once again.

He can't appoint a person under a power of attorney to attend a board meeting on his behalf neither can he vote on any agendas through a power of attorney.

Personal attendance of the Director

It is the duty of a director to attend the board meeting and vote on the agendas he supports and feels right for the company or express his views or dissent on the agendas he feels are not in the interest of the company.

In simple words, we can say that a director is not allowed to appoint anybody, by adopting any methods or ways whatsoever, to represent him in the board meeting or even in the general meeting or any other statutory meeting of the company.

And, therefore, it can be said that the actual attendance and voting at a board meeting can not be avoided/escaped by a director by way of appointment of a proxy on his behalf.

Alternate Director is not a Proxy

The concept of appointing an alternate director may sound similar to the appointment of a proxy by a director, but the provisions of alternate director are quite different. Ref: Section 161 of the Companies Act.

An alternate director is appointed to fill in the position of another director who is out of the country for a certain period of time as prescribed under the law. It is a temporary position.



Comments

  1. Can proxy be appointed in private company?

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  2. Shravan Reddy07 August, 2018

    Whether it is Private Co. or Public Co. - a Director can not appoint Proxy to attend on his behalf. If he so appoints, then it will be upon the discretion of other Directors to allow him to sit at the meeting and participate in discussions. Though that will not be quite lawful.

    If a Proxy of a Director attends Board meeting, his attendance will not be considered in quorum. His vote on meeting agenda items will not be counted. His views on agenda items expressed during meeting will not be recorded in meeting minutes.

    This is as per my understanding, as Companies Act 2013 of India does not have specific provisions allowing it.

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